Wolffe v. Underwood

• Decision Date: 28 January 1891
• Citation: Wolffe v. Underwood, 8 So. 774, 91 Ala. 523 (Ala. 1891)
• Parties: WOLFFE v. UNDERWOOD ET AL.
• Court: Alabama Supreme Court

8 So. 774

91 Ala. 523

WOLFFE v. UNDERWOOD ET AL.

Supreme Court of Alabama

January 28, 1891

Apeal from city court of Birmingham; H. A. SHARPE, Judge.

This bill was filed by the appellees, William T. Underwood Marinda B. Underwood, his wife, (who sues by her next friend said William T. Underwood,) George L. Morris, and Arthur W Smith, as executor of the last will of J. H. Edwards deceased, and prayed a dissolution of the Mary Pratt Furnace Company, a corporation duly incorporated under the laws of this state. The bill alleged that, on the 3d day of April, 1883, the Mary Pratt Furnace Company was duly incorporated, under the general laws, as a corporation for the purpose of carrying on a mining and manufacturing business; that the charter of said company was amended by an act of the general assembly of the state on the 23d day of February, 1889; that under said amendment the said furnace company was authorized to buy stock in certain other companies therein named; that the said Mary Pratt Furnace Company is located and has its principal place of business near the city of Birmingham, in Jefferson county, Ala., and that since its incorporation said furnace company has been engaged in the business of manufacture of pig-iron; that the capital stock of the said Mary Pratt Furnace Company is $300,000, and is divided into 3,000 shares, of the par value of $100 each. The names of the stockholders, and the number of shares owned by each, were set out in the petition; showing that the petitioners, or complainants, owned more than three-fourths of the stock, and constituted more than a majority of the stockholders. The petition then states, as nearly as practicable, what property was owned by the Mary Pratt Furnace Company, and, after stating that it was the wish of the petitioners, prayed a dissolution of the corporation. The defendant demurred to the bill, upon the ground, among others, that the facts stated in the petition show that this court has no jurisdiction of the cause, and that the chancery court of the sixteenth district of the northwestern division of the state of Alabama alone has jurisdiction. The demurrer was overruled, and defendant appeals.

Lane & White, for appellant.

Garrett & Underwood, for appellees.

COLEMAN J.

The city court of Birmingham was established by act of the general assembly of Alabama approved December 9, 1884. By the act it was declared that the city court of Birmingham "shall have and exercise all the jurisdiction and powers which now are, or may hereafter be, by law conferred on the several circuit and chancery courts of this state, when exercising the jurisdiction and powers of courts of law." Acts 1884-85, p. 216. This act was amended so as to read as follows: "Section 1. That there is hereby established, in and for the county of Jefferson, an inferior court of law and equity, which shall be called the 'city court of Birmingham;' *** and is hereby also clothed with, and shall have and exercise, all the jurisdiction and powers which are now, or which may hereafter be, by law conferred upon the chancery court of this state." Acts 1888-89, p. 992. Code, § 1683: "Whenever a majority of the stockholders of any private corporation, owning three-fourths of the stock, wish to dissolve the corporation, they may do so, in the following manner: They shall file a petition in the chancery court of the division in which the corporation is located, or has its principal place of business, setting forth the names of all the stockholders and their residences, the amount of stock owned by each stockholder, as nearly as practicable all the property, real and personal, of the corporation, and stating that it is the wish of the petitioners to dissolve the corporation." The bill alleges that the corporation "is located and has its principal place of business near the city of Birmingham, in the county of Jefferson, in the state of Alabama." We do not doubt that the city court of Birmingham, within the limits of the county of Jefferson, has jurisdiction co-extensive with the chancery court of the division of which Jefferson county is a district.

It is contended that the corporation, the subject of the suit, is not a private corporation, within the meaning of the statute. The corporation was organized under the general laws of Alabama governing the organization of private corporations and its purposes and powers are within the express terms of section 1803 of the Code of 1876. The act of the legislature of February 23, 1889, enlarging its powers, added nothing which in any manner changed its character as a private corporation. "The difference between public and private corporations is radical, and in many instances governed by widely different principles of law. Private corporations are associations formed by the voluntary agreement of their members, such as banking, railroad, and manufacturing companies. Public corporations are not voluntary associations at all, and there is no contractual relation between the corporators. States, counties, and municipalities are examples of public corporations." Mor. Priv. Corp. § 3. As every private corporation involves contractual relations, strictly speaking, a legislature cannot create a...